Instruments of Destruction 3: The Rise of Ulgris
by JZ Belexes
Summary: Part Three of an epic of major proportions cowritten by myself, Streak, LeoKingdom, Swiftclaw, Firehex, Shadowcat9279, Darkchan08, Gravity-Dragon & Silverwing. That which Streak inadvertently resurrected finally makes its move to leave the planet.
1. Chapter 1

_Ulgris _was the closest approximation the nano-intelligence could make to its original designation using the files it had extracted from the life-form Streak. Since abandoning the Cybertronian's carcass, it had not possessed a living host and hadn't had the opportunity to take much more in the way of intelligence from the mass it had consumed. It had absorbed three other Cybertronians into itself since the death of Streak's consciousness, but Ulgris understood that it would need more if it were to survive its next encounter with them. They had come very close to destroying it, and its new form was not consolidated terribly well.

No matter how it tried to reform itself, the synchronization of the various parts didn't work as well as Streak's original body. Ulgris had gathered an immense amount of physical information from the function of Streak's body in a short amount of time, and had easily improved upon that basic design, but as a being only a few angstroms in length, Ulgris had no natural understanding of the function of physics at varying levels of size. The Maximals' mass was very dense compared to most forms of life, which meant that first-hand experience inhabiting one was prudent when designing a new body. Streak's basic frame was very profitable in the wealth of information it provided concerning the physics of this weight range, but Ulgris had assumed too much mass for it to be functional anymore. The wings strained to lift the weight of four Transformers (more like five given the pieces it had consumed back before Streak's body had been destroyed), and increasing their surface area wasn't keeping up with the rate of decreased utility.

Ulgris had designs for a more functional, more streamlined body, but it could not realize them without more mass. Currently, it was either too dense or too volumous to reach the speeds Streak's improved body had reached, a vulnerability it could not tolerate for long. It would need a different strategy in its next encounter. And to affect the changes necessary for that strategy, it would need to absorb more mass. Fortunately, during its scouting, it had encountered another Cybertronian colony with minimal connections to the first. The targets here would have no experience against its previous forms. Without a clear plan prior to attaining more mass, the nano-computer had kept its form multi-limbed to provide it with a wide array of tools to provide flexibility in its intended mass acquisition.

It was even now approaching the base of what Streak had known as the "Conquest" colony. It had more mass than it had as Streak, so even though it could not avoid damage as readily, it could provide itself with an extremely durable epithelial layer, and repair that layer for some time before it exceeded its mass excess. This incursion would be quick and brutal. Its monstrous form would yield almost immediate violence, if Ulgris guessed correctly from Streak's downloaded understanding of Cybertronian (sub-section Predacon) mentality.

* * *

><p>Had he been in beast mode, Toxicon would have spat in frustration. Though he was normally not one to pry into the affairs of others, certain scientists and medics had secluded themselves away in one of their personal labs. Normally this would not have bothered him, but instinct told him they were working on something of great significance. He had no data to back up his suspicions, but he had learned long ago to trust his instincts. And he could not go waltzing into their lab and demand to know what they were working on. No, he required surreptitiousness to learn what he needed to know. Which was why he was attempting to hack into the security cameras in their room, but he was not having any luck. Toxicon hated computers. They were finicky, flawed machines, of less intelligence and usefulness than a prey animal. Though Predacons themselves were machines, Toxicon believed that they as a race relied too greatly on these things, these devices that lacked the spark of life. He preferred to be outside, tackling things with a more hands-on approach and earning his right to survive.<p>

Though not one to lose his temper easily, Toxicon was about ready to rip the monitor screen out of the wall of his station in the command center. Before he could, however, it suddenly took on a mind of its own - as did all the other monitors in the command center and various key junctures throughout the Conquest. Something was barreling toward the ship at a speed that did not imply friendliness. Scans did not identify any spark-signature, though it could detect faint traces of Maximal and Predacon technology within it. "What are those Maximals doing over there?" the Predacon wondered aloud as he activated the base's external defenses.

Outside, automated guns came to life, and all targeted the creature. At Toxicon's signal, they unleashed a torrent of energy at the unholy mass of dead bodies, unmercifully pounding at it. However, the weapons were not yet tied into the Conquest's primary generators, instead drawing from individual batteries… and for some reason, that power source was draining faster than usual. Toxicon swore before opening an internal channel: _"Commander Bane to the command center. Urgent matter requiring your immediate attention."_

What he had here was a rare opportunity for relaxation. All of Shatterbug's projects, both offical and personal, were completed or at least the allotted time had passed for the day. Determined to not have a care in the world, Shatterbug locked up his lab, snatched a pint of energon, stuck a straw in it and began to stride through the colony walls with his typical swagger. As he wandered the dim halls, sipping from the rather bland brew of fuel, he passed by the door to the command center. It was rather notable compared to the other eight identical doors in part because of the blindingly purple lettering covering it. The second reason was that it was slightly ajar. The door had a nasty habit of sticking open just a crack; a minor problem really, not worthy of immediate attention. Still, curiosity over took the engineer. Who could be in there?

Apprehensively, Shatterbug crept toward the door. He could hear a raspy voice from inside, familiar but not that he could attach a face too. Leaning against the wall, he peaked in through the crack. Inside he could see a tall, lanky framed robot standing before a number of monitors all showing the same thing; a monstrous multi-limbed creature being pelted with blasts from the autocannons yet advancing like they were nothing.

Pushing open the door he stepped through, taking another sip from the pint. "Tell me something boney," Shatterbug said as he propped himself up against the wall with one hand will holding his drink with the other. "Should we kiss our afts good-bye yet or is there something I can do?"

* * *

><p>Frustration once again plagued Massacre like a swarm of insects, always following in the black Predacon's wake. For most of the morning, she had been looking for a certain masculine Predacon that some liked to call her "mate"; Toxicon. Maybe it was because in a way the femmebot was a simple creature, or maybe she was just plain crazy, but she had invented a sort of "game" she played with him. In general, it involved stalking him around throughout the day until Toxicon began to show signs that he knew he was being followed, at which point she would pounce onto him and attempt to tear one of his arms off. Every time he would swear and beat her with his claws, but she knew he liked it. Or something.<p>

In any case, the huntress's senses alerted her to the presence of a new plaything. Massacre crouched within the boughs of one of the more sturdy trees and watched as a behemoth floated by on six gossamer wings. The monstrosity was heading towards the Conquest. As much as she would have loved to see the slaughter, she had to admit that without the numbers and general security system around the base, the Maximals could hunt them down at their leisure. The faux-xenomorph bared her fangs at the thought of a lowly scum Maximal treating _her_ like their prey. Quiet and quick as the wind, Massacre leaped from branch to branch, tree to tree as she shadowed the creature. The steady drone of the creature had made the small animals of the forest hide in silence as he, it, _whatever_ passed over. The hunter admired this; even the simple, dumb life-forms of the planet recognized and respected this awesome new power, this predator. The femme smiled knowingly as she saw bursts of laser energy flash up from the ground, striking at the beast. The smile was quickly transformed into a grimace of shock and anger when it seemed hardly phased at all by this attack. It was then that she recognized the way that it had moved towards the base, its aura. This creature meant to kill; a predator that was so sure of itself that it hadn't even attempted to hide its approach.

A swift bolt of black lightning shot through the tree's foliage as she raced to the top of one of the larger ones. When she reached the flora's thin crown her powerful leg muscles were like steel springs as she launched herself through the atmosphere and latched onto the humming behemoth. Silvery jaws ripped at the grotesque melding of organic flesh, the tang of metal. Some sort of fluid rushed down her throat, though Massacre couldn't identify what it was. A quick motion and she sprung towards one of the limbs, slashing at a transparent wing as she flew. Her teeth paused for a moment and a large, faceted eye swung around towards her before her jaw once again shot forth and destroyed it in a gush of blood.

The Conquest's defenses roared into life, and Ulgris's massive body received their fire. Its hardened flesh resisted the torrent of fire, a modification it had made in response to the high ratio of light-based weaponry it had seen in its aerial battle before. The monster swooped down low, and tore a turret from its embankment, stowing it away somewhere within its form...a curious motion not quite caught by the Conquest's cameras. The fire continued, but the alien shrugged off the damage. Each laser made a small pock-mark in its hide, which was quickly sealed over by mass salvaged from the burnt and peeled skin, or replaced entirely where it was singed off. It was as Ulgris took off again that the small black shape leapt onto its back.

The damage registered immediately; this particular creature did not employ laser weaponry. One of Ulgris's scattered eyes turned to study the weapon employed: retractable jaws, apparently, with strength disproportional to their size. These pharyngeal jaws shot into the eye next, snuffing out its vision. One wing clawed and its flesh oozing from several holes along its length, Ulgris responded quickly. One three-pronged claw swiveled in its socket-joint and grabbed the transformer's tail - a particularly wicked-looking appendage terminating in a vicious blade - and pulled the creature off with tremendous strength. It might have killed and absorbed the Predacon, but she managed to slide out of its grasp. A split-second reaction, far faster than any motion such a behemoth had any right to, prevented total escape, however. The leg which it had once used to propel itself into the sky, away from the Maximals that had been closing in on it, swung forward and kicked. A direct impact would have destroyed her, but even airborne she managed to twist expertly...the impact was channeled into her shoulder, the kinetic energy safely directed away from her torso.

Wings buzzing thunderously, Ulgris pursued her. It quickly changed course, however. The lasers were, however slowly, eating away at its reserves of mass. It quickly strafed along the ground, zipping by quickly enough to sweep the weapons from their foundations in the ground, consuming them. It was difficult to change direction, being so heavy and moving so fast, and so the job was done more slowly than if it had maintained Streak's form. Soon, though, the guns it had devoured were emerging from the clay-like flesh of its body, and returning fire in the form of blue flashes, destroying the other weapons from a distance with startling precision. It landed, and its wings began wrapping around its body...hardening, becoming rigid and thick. Armor. Its purple eyes peaked out from between the seams, its four stolen guns sprouting from armored ports to lay down destruction on the base's remaining defenses. Ulgris partitioned its functions, dedicating an improvised 'independent' AI to each gun, ensuring maximum accuracy. More Predacons would emerge soon, with their guns quickly being taken out of commission. Then it would feed.

A few more instances of incompetence like this, and Toxicon figured his own death would be inevitable. He could not survive surrounded by bunglers and morons who could not even set up a simple defense grid. Granted, they were a warrior race built for combat, non construction, and Toxicon himself did not have the technological expertise to build things himself. Nevertheless, when this day was over he was going to ask Bane for permission to kill one of the engineers as an example to the others. Few things motivated better. That was assuming their "commander" showed up and did his job himself.

* * *

><p>When one engineer came in and volunteered his services, he instantly spared himself from the gory fate Toxicon had for one of his fellows. "You tell me, engineer," Toxicon retorted. "Do we have any external defenses that actually function within the expected parameters?" As he spoke, he never bothered to look away from the monitors. He kept his eyes on the creature, watching it, analyzing it, hoping it would reveal some weakness. With so chaotic a structure, there had to be a vulnerability of some kind.<p>

One thing finally did get him to look away from the beast, if only for a moment: the sight of his mate on the screen, hurtling herself onto its back and grappling with it. Toxicon rose out of his seat. The sight generated a mixture of responses: horror, awe, confusion, pride. Massacre was good at bewildering herself like that. He always figured she would die in some foolhardy stunt like this, and was glad that at least he could watch it and mentally prepare himself for her demise as it happened. Nevertheless, he still didn't want her to die. She was his other half, after all.

Toxicon punched a button and opened the fortress-wide intercom. "All available Predacons, prepare to mobilize," he declared, and not a moment too soon. Before he could worry any further about the cannons running out of power, the enemy destroyed them. Only, it didn't. Before his unbelieving optics, they merged into the creature and began firing onto the hull of the fortress. Toxicon knew they had to get out there, and stop this thing before it killed his m—anyone. "Code red. Distribute weapons from the armory."

Grunting, Shatterbug downed the rest of the Energon and slammed the mug down on a console before him. What was that boney idiot ranting about? "The autoguns are functioning at one hundred percent! Whatever 'Son of Azathoth' out there is made of is tough enough to eat up damage." Crossing the distance between himself and Toxicon and scrutinized the thing on the monitor. He'd over seen the repair of the autoguns himself! They would have been working fine.

The intruder was massive and clearly powerful, multi-limbed and somehow capable of flight. Until it folded its wings around itself and transfigured them into armor plating before sprouting a quartet of guns from its body all of which in a manner far removed from that familiar to Cybertronians. Shatterbug sneered in revulsion. "The Railgun is only at fourty-nine percent charge speed and the accuracy is gone for now. If you can get that thing within at least within a quarter mile and keep it there, it can hit it. If it doesn't kill it, having an explosive projectile rammed down its...whatever it has at nearly the speed of light, it'll certainly hurt."

Toxicon growled at Shatterbug's sensitive ego. What was it about engineers that made them so defensive? Nevertheless, he wasn't about to dance around the insect's self-esteem in this time of crisis. They were all in the same boat, and as he started listing off the exact conditions it would take to get the railgun to work, the survivalist got a distinct sinking feeling. "That's all it will take, eh? That shouldn't be too hard," he responded dryly.

"What da slag is going on here?" Slamming his fist into the doorway, Bane was no in the mood to have his second start barking orders without waiting for him. The large Predacon growled as he stormed in. All the action was taking place around him. That did not make him happy. He should be the one to make the calls here. Storming over to Toxicon, he glared towards the mech, "Well? Ah waitin' for an answer here? What going on?"

* * *

><p>The femme hissed with delight; this was the battle she had been craving. Something akin to blood oozed from between her silvery teeth as she dove again and again at the monster. Flesh tore under her attacks and damage was done, though it was all over far too soon. Massacre hardly expected it when suddenly one appendage rotated in its socket to grab her tail. The black alien instinctively dug her clawed hands and feet into the behemoth's hide but it was to no avail; she was ripped forcefully from the surface. She threashed violently, side to side, and braced her feet against the giant's hand. Somehow she managed to slip from its grasp and a bark of laughter erupted from her maw. The xenomorph began to twist her body mid-air to land on the ground with all four feet. <em>This creature isn't all that tough after-<em>And then it struck. Faster than such a creature should be able to move, it hit her with some sort of arm hanging below its body. The hit only glanced her, hitting on the shoulder but it still caused serious damage.

Massacre let out a piercing shriek as she was flung away from the creature by the force of its attack. She hit, rolled, and then picked herself up and jaunted for cover… though with an obvious limp. She wasn't able to run very well with the arm. A quick inspection proved it to be broken; fluid oozed from a break along the arm near the shoulder joint. The creature began to pursue her and she used her hind feet to quickly dodge to one side, running between some of the larger trees. It was either that or the gunfire that distracted it and allowed the female to quickly scale the rough foliage around her and hide in a nook. One clawed hand grabbed at the wound, mechfluid oozing from around her fingers. It was not the highly acidic blood of her chosen species; a detail she had often regretted, but today she found a blessing.

A snarl took hold of her face and she sent a message over her communicator to Toxicon: _"Have you noticed the big slagging monster outside yet, love?"_ she transmitted as she set to work on her arm, producing a sort of black resign from some almost invisible glands on her back. Taking this in her good hand, she spread it over the wound, though it was a bit difficult because the two substances were trying to mix. The femme had lost a good amount of fluids because she had to run on the arm to escape, but it wouldn't hold her out of the fight for long. Leaning back against the tree trunk, she took a moment to rest while she watched between the leaves and branches the monster that was destroying her home.

* * *

><p>Epoch was leading the defense, making his way gradually to the exit, guns loaded and ready. A detail of soldiers followed up behind him, clearly intent on getting into the battle, and more than a little distressed at the pace Epoch was taking them there. When he finally emerged from the Conquest, he saw the blue rays streaming from the aberrant monster, and quickly fired two projectiles from the photon cannons slung under his arms and fastened to anchor points on his hips.<p>

Epoch knew the specs on the defensive turrets arrayed around the base, and knew that his cannons should have more effect than they did. Still, the result was disappointing. Each impact blew a half-foot-diameter hole into the front of the monster's body. Positively stunning results for how ineffectual their weaponry had been so far, but poor compared to the terrapin-Predacon's usual expectations. The soldiers he'd brought scrambled around him, immediately seeking safer firing positions and better vantage points to launch their own attacks. The first gun to acknowledge their presence redirected its attention toward Epoch. Three rounds struck him before he had time to lower his shield. The damage was appreciable, but the old reptile was made of extremely durable stuff, and he remained standing. Once his shell was in place in front of his face and body, the fire failed to harm him at all. Improved or not, there was little such guns could do to him if he set himself up for a siege. The gauntlet over his hand opened its mouth, and bright energy began to twist and grow between its jaws. Soon, his particle cannon would be charged, and then he would see how much abuse this creature could take.

Ulgris was perturbed by the potency of the two rounds it took next. Another of its eyes had been put out, and the wounds had been deeper than any left by the turret guns of the base's automatic defenses. At first, it directed only one gun at the offending Predacon, which seemed to be enough to occupy him for the time being. The other soldiers that had spilled out of the base opened fire as well, though, and while the shower of laser fire pouring from them wasn't as penetrating, and much of it was deflected or absorbed entirely by the monster's armor, enough got through to cause concern.

The other three guns it had stolen were redirected frenetically at Predacons as they became threatening, but despite the frantic pace, they were still deadly accurate. Ulgris had successfully damaged and disabled four of its enemies by the time it decided that Predacons were emerging too quickly too battle in this manner. It couldn't gather matter this way, at any rate, which meant the fight had to be closer. Immediately, all of the alien's limbs slammed into the earth and it broke into a dead sprint across the earth separating the two foes. The fire relented momentarily as the Predacons rushed to get out of the way, but for three of them it was already too late.

Three long, mismatched arms snatched three Predacons from their positions on the ground. One was killed immediately, the grip around his chest tightening brutally until the spark chamber was crushed. A diagonal slit appeared in the alien's flesh, neatly bisecting it from end to end. This gaped open dramatically, long enough for all who were near to see jet black needles _growing_out of the interior...teeth which promptly surrounded the second of the three Predacons, who was thrust up into this cavity and engulfed by the abomination's improvised mouth. The soldier's tormented, terrified screams echoed through the Conquest's entrance, accompanied by the momentary sound of a dreadful gnawing emerging from the center of the beast. The third victim was slain when the monster's hand, transforming suddenly to emulate the weapon Massacre had used to claim its eye, transformed into a jaw, and a second, pharyngeal jaw, erupted from its throat, nearly biting him in half before beginning to drag his mass down through the hollow limb.

The juggernaut stopped its momentum suddenly, turning on the remaining soldiers. The slaughter had begun.

* * *

><p>Toxicon did not flinch when he sensed Bane's broad fame filling the doorway of the bridge and then looming behind him. He had little respect for Bane, but the need for a centralized command figure forced him to support Bane. No other Predacon in the colony was strong enough to challenge him since he had taken over, or if they were they were not interested in leadership. Until a more suitable candidate could be found, Toxicon could fake respect… even if it was not always easy. "We have an inbound hostile. It wasn't waiting for you to show up before it made its attack so I ordered the defense grid online. If I hadn't, this thing probably would have entered the base by now." He pointed at the unholy creature on the monitor, clearly aggravated. He resented having to explain his actions, when he had shown Bane nothing but trustworthiness before. He wasn't trying to usurp authority, he was just trying to do his job and keep them all alive.<p>

Toxicon leapt out of his seat as he saw his mate flung out of view. She wasn't dead, he knew that much - he would sense it instantly in his own spark. But in some deep recess of his mind he felt pain and knew it was hers. She was damaged. He had to get out there. "I am going to go join the battle. Shatterbug, man the Railgun," he said promptly, not interested in posturing or pretending with Bane any longer. He turned away from the monitors before he could witness the beast kill and absorb several warriors.

With the tap of a button on his chest, Toxicon ordered the command center's armory to open up for him. A rack of weapons slid up out of the wall, and he chose the two most powerful ion rifles he could carry. The ionization effect left over by the weapons' fire would potentially enhance the effects of his own acid pellets, if used correctly. As he rushed for the exit, he returned Massacre's transmission: _"Of course, dear. Who do you think activated the auto-cannons? Stay low, I'm bringing us more weapons."_

Shatterbug gave a mock salute. "Aye-aye Captain. Just give me about twenty cycles!" Taking advantage of Bane's seeming ignorance toward his presence, heslipped around the commander and dashed out the door. The quickest way to the railgun controls would be to take the lift to the deck below. The command center was at the top deck, dead center of the colony ship. Hence, the hallway outside of the command center was a circular area with lifts at the north, east, south and west ends. The north lift was directly across from the command center door. Dashing toward the lift door he smashed the palm of his hand against the panel mounted on the frame, making the doors slide away. Inside the surprisingly spacious lift, he called out the number of the deck below and felt the lift jerk and descend. Time was of the essence if they stood a chance of surviving.

* * *

><p>The female snarled, punching the trunk of the tree she was sitting in, splintering the bark. Nothing aggravated Massacre more than what she was doing right now: <em>hiding<em>. She wanted to scream, to roar, to burst out from the foliage and run at the monster that threatened her, and _her_ mate. How dare it! How _dare_it take the position of most feared creature, a position that she reserved for herself. Silver teeth flashed and she screamed in frustration, trashing her head from side to side. A gasp escaped her maw as the movement jerked her shoulder wound and she gritted her teeth against the pain. It had been a bad hit, not the more common slash-wounds she was used to, or even laser burning; it had been a crushing blow, imploding her black chitin into her arm flesh.

The femme quieted and glared at nothing in particular as she received the transmission from her _beloved_ Toxicon: _"Oh, I thought your lazy aft was sleeping through the attack, silly me. And who said I need your pathetic guns? I think I was doing quite well by my own means, _dearest_.__"_ The last word was dripping in venom as she checked how the resin was drying. A tentative claw just barely touched it, moving the black goo slightly. It was firming up; good enough to hold her together by not hard enough to protect it. She would have to use those stupid weapons until it did. Favoring her wounded shoulder, Massacre leaped towards the Conquest, all the while keeping a close eye on the monster that was so massive, she could still see it through the trees.

* * *

><p>Three more Predacons ingested. Ulgris's body roiled with newly acquired flesh, and limbs of all sizes and shapes began erupting from its amorphous, shifting shape. The jaw lashed forward and snatched the turtle-Predacon's shell from its resting place in the soil, dragging it inward toward the main body, and the heavy Predacon with it. Lasers flashed and cannons discharged, but at this point neither could harm the growing, writhing alien's form. Ulgris identified the leader as the one who had damaged it before, and it was pleased with the acquisition of its new victim. One of its myriad arms grabbed the Cybertronian at the hip and lifted him effortlessly into the air.<p>

Epoch looked up into the widening maw of the monster before him, and he showed no sign of fear as it lifted him up. His face was impassive as he lifted the turtle-head gauntlet into the air, light shining from the recesses of the monster mouth's throat. The old turtle had always been cut from a different cloth, his fearlessness was a thing of legend, his indifference to death extending not only to himself, but to those he commanded. Life meant very little to the old turtle, and none were old enough to know whether that was because he had always been that way, or because he had seen so many die, and so many sparks made anew, that he had the perspective to understand just how little any one of them meant against the scale of the conflict they were in… or even the conflict of the universe, in which one being must always struggle against another to survive. Perhaps, after millenia of watching the vicious struggle, he had finally become entirely cold to the brutality of it all. Perhaps he had simply been programmed from the start to not be bothered by it. Maybe he had always known in his spark that death was the ultimate conclusion of any thing living, and that to fear the conclusion of himself was no more sensible than fearing the beginning or any other portion. Whatever the reason, Epoch had no fear as he was lifted into that gaping void of teeth, and raised his cannon into the beast's open body.

The detonation was too close even for the turtle's powerful body to endure. The flash of light seared the flesh away from both of them, and sent both of them flying. Epoch's most powerful weapon had discharged inside of Ulgris, and the alien's tattered body-blown out from the inside-felt the consequences of its detonation. The alien shrieked, the sound reaching an audio-shorting pitch as it reconstructed itself and began crawling on all fourteen of its new limbs toward the Conquest. Predacon fire poured down on it, but its exterior armor was still in good condition, and it could shrug off most of their fire. One arm, its flesh tapering down into a very narrow, very hard and wicked point, stabbed into the crashed ship's hull, and Ulgris began to slave the matter on the inside as Predacon fire tore at its body from without. Soon, though, it made a discovery.

The interior of the ship was empty of radiation. This planet's ambient radiation, which disrupted its slaving process and made extensive matter acquisition impossible...it wasn't present within the confines of the facility. Ulgris capitalized on this immediately. No longer needing to limit itself to that which was confined in bio-mass, the alien quickly began extending its influence over the mass of the Conquest. As its outer layer was burned and shot off, sloughing away in great sheets with the rain of laser fire, it transferred itself - the nano-intelligence that was the center of everything - through its arm and into the structure. Now, Ulgris was finally within a construction large enough to adhere to some of its more sizable form blueprints. Given time, it could get off of this rock by reshaping this mass. First, though, it would kill these meddlesome Predacons. It might finish up with the Maximals too, before it left. Suddenly, the Conquest's remaining guns turned on the firing Predacons and opened fire.

Normally, Bane would have lashed out in anger towards Toxicon as he took that tone with him. He was the boss and they should have slagging waited for him to show up. But then he saw the monster and how it was attacking the ship. Pit, it was actually eating the whole thing and... was it using their weapon against them?

"_Dis is Bane. All Predacons report to battle outside da ship! If ya don't, I'll skin ya alive myself! _ he roared over the Conquest's intercom. Pulling out his newly-fixed cannon and charging up, the Predacon commander stormed out of the bridge to join the field of slaughter and defend what was his.


	2. Chapter 2

Ever the faithful mate, Toxicon made his way to his woman's side as quickly as he could, cradling the precious bundle of deadly weapons. He paid no heed to the vitriol she spewed into his communicator, as he understood by now that he couldn't take anything she said personally - it was just that time of the battle. She always got… bitchier after bleeding mech fluid. Best thing he could do now was give her the weapon she wanted and not say anything that would provoke her to bite his head off. As soon as he arrived by her side, he placed the rifles on the ground.

"Toxicon Terrorize!" he shrieked. Instantly a robot unfolded out of the alien bug and he picked one of the rifles back up. Outside the ship's protection from the planet's ambient radiation, he had waited until the last possible moment to emerge from his beast mode to maximize his fight time. Like Massacre, he preferred to ravage, plunder, kill and tear asunder in his lethal beast form, but they could not risk getting close enough to the invader to do so. No, this being obviously could be hurt, could be killed by energy weapons, as the old general Epoch had shown before his demise_._It was just a case of beating it down faster than it could regenerate, and deprive it of sustenance by keeping their distance.

Toxicon emerged from the treeline, just in time to see the creature touch the fortress's hull. He could guess what would happen next. "Frag," he cursed. While he and his mate had built a cozy little nest outside the Conquest, the main compound was still too strategically important to lose it. All their technology, communications systems, weapons would be lost, and the two of them could not reconstruct everything with their nanite-infused black tar. It would not destroy them, but it would be a major setback for the Predacons' plans for dominion over this world.

Though, as hellish as things were on this planet, he wasn't sure if he wanted it now.

"Fire on the hull around the creature!" Toxicon yelled, leaping to doge a blast from their own weapons systems. "Try to cut it off before it spreads beyond the hull!"

Massacre snarled at her mate when he arrived, though she wasn't unhappy to see him. He wisely chose to not say anything to her previous hostility. As her mate screamed his transformation protocol code, she would have rolled eyes if she had any visible. "Massacre, _Terrorize__,_" she said, almost a harsh whisper. Over the years she had become amazingly attached to her beast mode and hardly ever changed out of it. However, the claws on the beast weren't quite as good at pulling triggers and aiming guns as her robot hands were. Reluctantly she picked up one of the rifles that Toxicon had placed on the ground, making sure to hold it so that the recoil wouldn't hit her bad shoulder.

The female began fuming with rage as she saw the abomination touch the Conquest. While not the place she rested with her mate, the Conquest was more or less hers (at least in her mind). In any case, the black female Predacon let out a roar as she moved to a better position and unleashed ionic hell upon the creature. She gritted her teeth as she concentrated blasts on the creature's joints. If they could take out its movement before it encased the base, maybe it would slow it down. Wood splinters hit her face as the tree next to her was hit by the Conquest's own now-rogue weapon system. Dodging to another position she overheard her mate's order and felt baffled by it. How would firing at her ship help? Reluctantly the female began firing just before the leading edge of the creature as it attempted to take more of the giant space ship.

Recoil was just getting ready to head out for his shift of patrol duty when he heard the alarms going off. He hissed angrily and grabbed his electron rifle from the armory on the way out of the ship. He hadn't even made it two corridors when he heard Bane bellowing over the comms channels to make ready, and he hissed in irritation again. He was a creature of quiet and patience, not noise and ill-considered action. He picked up his speed however, not wanting to deal with their leader should he think one of his troops didn't show up fast enough. It took only a short time for the massive sniper with a naga-beast mode to make his way out through another airlock, and he was somewhat perturbed by the thing that was essentially slaughtering the other soldiers. He didn't have long to contemplate the fact as one of the auto guns swiveled to shoot one of his comrades in the back.

He said noting, and immediately slithered into the underbrush to find himself a vantage point. It wasn't perfect, but behind a small cluster of boulders he managed to find cover. He was just pulling his cannon from it's storage bay when he heard Toxicon over the comm. His reptile eyes widened as he listened to what the con was saying, and he readied his weapon all the more quickly.

"Recoil, TERRORIZE," he growled. He didn't shout, it might have given away his position. Even that volume might be a mistake, as he had no ideas of their enemy's capabilities. His body seemed to split, getting just a bit deeper as his chest pushed forward. His arms traveled lower, nearly to where his hips would normally be, and then they sank their talons into the ground, anchoring him in place. His chest split vertically, and with a swinging motion, his arms swung into their traditional positions. His snake head was next, it simply swung downward to form his chest armor, and his head slipped upward from his chest cavity.

He leaned forward, and took hold of his rifle. It was like second nature to sight through the massive scope at his target, and he looked closely at the hull. He could see a very subtle shift as the materiel was altered, and he aimed outside this corrupted mass and pulled the trigger.

His audios cut out for a fraction of a second as the thirty millimeter cannon discharged, flinging an energized slug at the hull. It impacted exactly where he was aiming, and blew a foot and a half wide hole in the hull. Without waiting to see if his shot even slowed it down, he fired again, making the hole wider. Then, without much of a thought, he fired his third round at one of the arms that was attached to the hull. He didn't wait to see if it had an effect, he simply moved back to his previous position and readied his next shot.

Were they all insane? Scrounge fidgeted as she peeked out the port window... _Holy frag that thing's huge!_Direct attacks were useless and her bad aim spelled out one thing to the wild dog: She would be ordered to bait the monstrosity by their Commander.

"Not this time... no fraggin' way!" She rushed down a level toward the Communications Room. It did not take any genius to see that they needed help... and she decided to call in a favor. It wasn't too hard to hack signals from one base to another.

She accessed the security cameras and began to transmit the feed along with the signal. _"__Predacon base calling Maximal base. This is an SOS... we are under attack by a huge... THING! It's devouring all and slaughtering us where we stand! Moonhunter I know you're there! YOU OWE ME ONE!"_

The Railgun control room was small and cramped, designed for housing the instruments that maintained the complex systems that controlled the powerful weapon. Targeting systems, trajectory and atmospheric conditions calculations, massive capacitors to prevent it from blowing out the ship's systems, and one time Shatterbug could have sworn he'd seen the kitchen sink in here.

Little room was left for a mech to stand, much less sit, but a chair had been added nonetheless. Still, the room was really only available to either the thin or the short among the Predacon ranks without the risk of smacking into something important. The engineer found himself sitting in the control room, the chair little more than a shaped piece of metal on a rotating pole. He'd already input in the coordinates and activated the charging sequence. It was nearly at ninety-eight percent power when the ship lurched and a horrible groaning, twisting sound echoed through it.

"SLAG! Thing's broken into the hull! Have to fire now! Hurry it up you outdated hunk of scrap!" Shatterbug screamed and kicked the control panel before him in frustration and fear. Just then, a slurred electronic voice crackled over the speakers: the Railgun was at max power.

He smiled a twisted smile, and slammed the palm of his hand down on a large red button. In a more relaxed time, Shatterbug might have wondered why such buttons were always so very large and so very red, but this was not that time. A rumble came from outside the ship.

A vertical split slowly spread apart along the port side of the conical base, reaching from top to the midsection, retracting to reveal a long cylindrical barrel. This was the Railgun. Rising upwards, lifted by powerful hydrolic hinges along its underbelly, the inscription "Annihilator" carved in big, bold letters glinted in the sun. At its pinnacle, the gun rotated around via a massive swivel connecting it to the ship and toward the monster before lowering itself into perfect position to blow the thing away.

Laughing madly, Shatterbug barked out triumphantly, "See the glory of my work! The ultimate power of the Annihilator!" A light ignited deep within the barrel of the Railgun, a fine testament to the potential power to destroy mountains, and focused itself upon the amalgamation of technological and biological. It was a perfect shot, no chance of missing! Even if it did not slay the thing, it would hurt it, hurt it badly!

The Railgun roared and there was a flash of light. A projectile, fired at speeds near that of light and surrounded by emerald light, exploded from the weapon, smashing itself into the monster's hide.

Mass acquisition was not a visible process. As with Streak, Ulgris had to choose to alter existing mass before it showed any signs of alien habitation. As its old body attempted to merge into the Conquest, the nano-computer noted that all of its enemies fired at the melded monster that had once been the entirety of its form, or on the ship around that form, as if they might somehow check its progress. Ulgris had not anticipated this confusion, but it worked in the alien's favor. The computer was already in the heart of one of the base's 'wings' by the time the Predacons outside began really making progress on its old body. It had already seized mass as far as that wing's gun turrets, and it no longer had any need of its old body. That wasn't to say it would give it up, though.

The amalgam of body parts which had been the original attacker of the colony had been eroded almost halfway-through when the ship's railgun punched a hole through its middle. The fact that Ulgris's 'brain' was well away from that point when the shot occurred meant that the projectile - despite its horrifying power - caused superfluous damage, no more important than any of the lasers pouring into the inadvertent decoy. Suddenly, the Conquest's intercoms roared out in a voice which most of those in the vicinity would not recognize. It was Streak's voice.

**"FLEE. I AM ULGRIS. I AM A WEAPON. I AM DESTRUCTION."** The message was simple enough. Ulgris could not be harmed by their weapons any longer, which it knew. The radiation shield meant that it could take the entire base in a matter of minutes without concerning itself with bio-matter insulation. Nonetheless, it would prefer to be left alone. It had the mass to finally to recreate a ship design it was familiar with. If it could free itself of this planet and its radiation; it would escape into the universe again, where nothing would be able to stop it. The creators had driven it here to live imprisoned until the end of time. Once it escaped, it would gather whole solar systems of mass, become more powerful than any of its kind before, and slaughter them for their betrayal.

"Well...that was...unexpected." Shatterbug stared blankly at the viewing screen. The creature kept moving despite having a massive hole blown through it. It was then that the voice spewed from loudspeakers. Ulgris, as the creature had identified itself as, had taken over the ship's systems. A cold realization settled over Shatterbug: Ulgris was not intent on simply destroying the_ Conquest_, it was going to absorb the ship. He was unaware of the intentions of the other Predacons, but Shatterbug for one was not really that interested in being assimilated so he determined, as futile as it may be, to resist.

A mental command was all that was necessary to produce his cutting torch from his arm. A white flame sparked to life at the nozzle. With a swift stroke, Shatterbug blazed a circle through the door with the cutting torch. No sense trying to open the door manually, Ulgris could have already taken control of that system as well. A kick to the circle granted unrestricted access to the hallway, something that Shatterbug took ready advantage of. He was getting out of the _Conquest_, even if he had to cut through every hull it had to do it!

Adaptability was key for survival. Normally Toxicon preferred finesse in all things he did, but when the time came for brute force and raw power, he could handle it. And he was still a Predacon. Brute force and raw power still excited him on a purely visceral level. And he did find the sight of so many Predacons' weapons exploding in the same spot to be quite beautiful, in a way - it was a cacophony of fire and energy, primordial and destructive as Nature herself could be. He only paused between shots to allow clearance for his comrades'' firepower, including the Rail gun.

The fact that their attack was having no constructive effect quickly dawned on Toxicon. If the Annihilator couldn't end this creature, then there was little their portable weapons could do. The survivalist froze in his tracks as he heard that familiar voice bellow out over their intercoms. Could this really be the same Maximal he had battled at the border a few weeks ago? But why was he calling himself by a new moniker now? Nevertheless, he would not allow himself to be intimidated. "It is you who should flee, freak!" he shouted. "For we are of the race created to destroy the Unmaker, Unicron. You think a minor threat such as yourself can give us pause?" Hefting his rifle up, he resumed fire on the hull of his own home. He would destroy the Conquest before he gave it up.

Recoil heard the booming voice, and found himself unable to think of what to do next. He was no coward, but he was also a pragmatist. He was a sniper, not a ship killer. He put another round into the beast's body, but nothing changed. He hissed in frustration and realized that it might use the railgun. He quickly changed his aim to the main coil on the giant weapon, and fired a series of rounds. Several pinged off the armor, but it eventually buckled and allowed one round to penetrate. The weapon spluttered and sparked, and the cannon died. "Commanders, I have taken measures to ensure the railgun isn't used by the enemy. Any further orders?" he asked over the comm.

_"Ah can tell ya want to do! Get in dere and kill the slaggin' fragger before yer it's next meal!"_Bane roared answered Recoil's transmission as he finally emerged into the daylight. He couldn't believe what he was seeing. Slag, whatever the ship had was being used by whatever-this-thing-was… Yes, Bane was the last one to finally realize that.

Running his way over, the thing finally spoke and he recognized the voice. It was that Maximal he'd fought, the traitor dragonfly! Oh, that just made things much more interesting for sure. And if there was one thing Bane was sure of, it was that he was going to bring this thing down or make whatever it was their slave to use against the Maximals.

"Ah ain't leaving anywhere, ya yellow belly...whatever the Pit you are!" he bellowed as he stood there, holding his cannon towards the thing, trying to get it attention. "Ya haven't faced me yet! Ah'm da warrior that welds the weapon, Ah am the death da follows destruction! Yer a dead blob now!" He shot the weapon… and nothing happened to the creature. Scratching his helm in confusion, he wondered what to do next.

The only adequate description Shatterbug could come up with to describe how Ulgris affected the interior of the base was that of a psychedelic hallucination. All the logic and sense to the ship's design was lost as the alien mind warped and twisted it, acting like some disease. Melting, distorting the walls and floors into something akin to a madman's dream. The walls drooped and sagged as great pot holes formed in formally stable floor. The engineer had taken to simply flying toward the opposite wall, transforming halfway there and letting the momentum carry him forward to slam into the door and cut through before repeating the process. His gears ached from the quick-changes and hard hits but the engineer had greatly underestimated how many walls actually stood before him and the outside world. Not freedom or safety mind you, merely the outside where the main body of the monster was.

He wondered for half an astrosecond whether he should simply flee from them. That was obviously not an option. If the Predacons did indeed win, they would track him down and kill him for deserting. If they lost then Ulgris would most likely go after the Maximals, if he hadn't already laid waste them, possibly consuming the planet as well. Either way, Shatterbug was caught between a rock and a hard place. Either fight and die or run and die… the only difference was the time of day.

Bracing himself, Shatterbug smacked into another wall, this one having become riddled with vein-like structures. Wasting no time, Shatterbug cut into the wall, his cutting torch running rather low on gas by this point. Excitement boiled in Shatterbug's fuel tank. Through the still-hot path he had melted in the wall, sunlight cascaded in. Not even bothering to finish the cut he had made, still three inches of metal connecting the makeshift door to the ship, Shatterbug kicked it, bending it backward, and letting a breeze rush into the ship. Jumping out the hole, the engineer once again transformed into his beast mode and took flight, circling around to the other side of the ship and into the battle against Ulgris.

"Battle" was a misnomer, honestly. "Massacre" (no connection to the nasty femme that Toxicon had attached himself to) was more appropriate. The Predacons' numbers and firepower seemingly meant nothing to Ulgris, who smacked them away and absorbed each shot fired like they were nothing but flies buzzing around him. Truly, it was a hopeless cause. With nothing better to do, Shatterbug joined the cause.

The damage on its hull was piling up, and Ulgris understood that even with this much mass, the Predacons might put a hitch in its plans to transform their living-space into its own personal ship off this rock. As it searched for options, trying to outpace the destruction creeping in from outside and hammering out from the Predacons trapped within, the nanocomputer searched through all of the mass it had newly acquired, and learned something extraordinary. Their home _was_a ship. It was a vessel by which the stars could be traversed. A clever design, really; in space, the Conquest resembled a massive cone. When landing, its sides folded outward, taking the flat star-shape the alien had found. This meant that instead of taking the time to reform all of it into a new shape, all Ulgris had to do was repair the cannibalized and decommissioned sections of the vessel as well as the damages that the Predacons were inflicted upon it, return it to space-worthy condition. It began that immediately.

It still wanted want to keep its enemies' heads down, though, and to that end it needed to produce more weaponry. The railgun, which the ship's records listed as an excessively powerful weapon, which had blown a hole in its former body, had been damaged and was unstable. Ulgris immediately began reinvesting matter into the damaged weapon, and swiveling it towards the Predacons as repairs hastily progressed. It doubled the number of weapons on the outside of the ship, comprimising some of the inner living spaces to accommodate this increase in mass elsewhere.

Blue flashes of laser-light colored the day as the rapid-fire weapons fired doggedly at the increasing numbers of Predacons. Ulgris attempted to seal some of them in, but the doors it was trying to close were being blown out. It didn't need to kill them all, though it aimed its turret guns at the more important-looking members of their small army. All it needed was to buy some time.

Massacre threw her gun to the ground in frustration. This was madness! No matter what they did they couldn't seem to destroy or even weaken it. The beast continued to slaughter Predacons and take their ship. At this rate they wouldn't have any place to call base; not that it really mattered much to her, except that it would give the Maximals they were forced to share this planet with a distinct advantage. She turned her black-plated head to her mate, hissing. "So what now, oh mighty Toxicon? Our guns don't seem to be working."

Toxicon knew that he was not mighty, or wise or powerful. Someday he would be, if he deserved it, but for now he was merely biding his time, watching and learning and advancing when he could. Someday he would be a great commander, but he was in no hurry. Hastiness could lead to mistakes and permanent downfall, as it had done to the most notorious would-be leader of their Decepticon ancestors - Starscream. He would not have his name share a list with Starscream's. "Now… I don't know," he admitted to his mate. "But we are Predacons, and we will not surrender to such an abomination. Better to fight and die, than live with the knowledge that we rolled over for this… thing."

He walked away, not caring at that moment if she followed him or not. As quickly as he could he made his way to the side of their commander, who had yet to issue any truly useful orders. "Sir," he said, "We may have to consider blowing up the ship. I would rather we destroy it ourselves than allow this Ulgris to make off with it."


	3. Chapter 3

Bane hated getting shot at, taking it personally every time. He moved to avoid the fire from his own base, even grabbing one of his fellow Predacons and using them as a shield. In his mind, if he failed they were all screwed in the end. He was the strongest Predacon here and that was why he was the leader. The rest of them were nothing weakling little sparklings that he could break on a whim. Dashing for a safer vantage point, he felt pain fly through his shoulder as the creature got a lucky hit in. Roaring out, he dropped the dead carcass that was no longer useful to him and readied his cannon to fire again. That is when Toxicon appeared by his side and made a suggestion that he could never have agreed with under normal circumstances, but now he was so pissed and out of options that he wanted this creature dead, no matter the cost (except his own life).

"Dat's da last thing we're going to do...giv-" stated Bane before a familiar voice hit his audios.

Ah slag...

Scrounge's call for help had not gone unheard. Though the Maximals and Predacons who called this planet home could be considered as anything but "_lucky_," fortune had to smile on them once in a while. They were due. And, luckily, Moonhunter and several members of his security force were out near the border of their territory, observing a field test of the weapons he had commissioned the colony's scientists to develop when the transmission was first received by the base and directed his way. Cutting the tests short, he ordered Grounder to bring the weapons with them and told the other scientists - all humans, wearing only accelerator suits to fit for a war zone - to return home and send reinforcements for battle. They were ill-prepared to engage the creature again, but he, Whiplash, Ravager, Grounder, Sandclaw, Jamal Tucker and Gorebash had no choice but to engage Ulgris before it slaughtered the Predacons and slaved their mass.

Their experimental weapons functioned more like clumsy omni-directional bombs than the aimable blasters he had hoped for, but due to rushed production they had no more time to refine the technology. Moonhunter helped to quickly secure the bombs onto the backs of Gorebash and Whiplash. Throwing all caution to the wind, the head of Colony Zeta's militia lead his unlikely team directly into Conquest territory, correctly guessing that all Predacon security forces would be busy back at their base. They could hear the chaos and firepower a good distance away, and when he heard Streak's voice bellow through the forest, he almost stopped dead in his tracks. That didn't seem right. Did this entity, whatever it was, have a sense of morbidity? Moonhunter knew now more than ever that they had to kill it. Either it had a sense of sadism, or no morals at all – either way it was a danger that had to be ended.

Arriving into the clearing, Moonhunter saw the strangest sight: the Predacons were firing at their own vessel. Seeing the half-melted heap attached to the hull, he could almost guess what was happening. But he didn't want to make any hasty moves while in the midst of hundred of angry Predacons bearing weapons. The Maximal constable transformed and ordered his soldiers to follow behind in beast mode, single-file. Slowly, with no weapons drawn, Moonhunter made his way to the commander of the captured fortress.

He never thought in a million years that he would ever be rushing to Bane's rescue. The former bounty hunter and the former pirate five decades' worth of history together; a long, resentful story of rivalry. He had almost brought Bane to justice more than once, but the dumb brute always had brute strength, allies, or plain luck on his side every time. Many was the time Moonhunter had wanted to just put a bullet in Bane's processor. And now, they were potential allies. Life was funny that way.

"BANE!" he called out, holding his hands in the air to show he was not hostile. This was it, his life hinged on his next words. "Whatever the differences between you and me, this entity is a threat to both Maximal and Predacon. We want it dead too. Let us help. What's the situation?"

A black, insect-like Predacon by his side spoke up. "This being calls itself Ulgris. It's a matter assimilator, and it is absorbing our fortress."

"We may have a way to stop it," Moonhunter answered. "We know Ulgris's weakness is the planet's natural radiation. That's why it's been absorbing Transformer bodies, for protection, and that's how it's able to spread through your ship. We just need to disable the radiation shields on your ship, and then expose it to a mega-dose of radiation." He pointed to the bombs strapped to his Maximals' backs as he spoke. "What do you say, Bane?"

"Well, Commander?" the black Predacon asked, turning to Bane.

Scrounge was doing her best to take potshots at the beast, but she was no warrior and it showed glaringly as she had no affect on the hostile. Having once been a stunt-sniper, she hit her target with every shot, but eventually snarled and threw her gun to the ground in abject frustration. What was the point? She knew she was going to die today. The fact that all the other Predacons here would die with her offered only minimal consolation…

Hearing a familiar voice she turned her head to see the arrival of Moonhunter and she swallowed hard. She knew things were going to get interesting and she prayed to whatever higher powers that hated her that they would listen to her just this once and make the commander accept the help. They needed it. Especially after hearing Toxicon mention blowing up the ship. How would they survive with out the supplies they had? Not just the energon converters, but the medical ward, the weapons depot, her gem collection…

Hissing and turning around, Bane's optics narrowed at the sight of Moonhunter. _Pits!_Did he and every Maximal always have to be right all the time? But now, this wasn't the time and Bane knew it. Their ship was being destroyed and once it was gone, Ulgris would turn on them. There was no use in capturing and using the monster against the Maximals, not if they had defenses against it. The only thing he was sure of any more was that he would need a drink of something strong once this was all over with. Maybe strangling Scrounge to death finally would help him relieve the tension too…

"Fine, Hunter," hissed out, "Dis once and dan Ah slag ya aft. Toxicon, who can shut down da shields? Get dem in dere to do it."

Having plodded along as best as he could to keep up with the rest of the group in his stocky reptilian form, the Maximal scientist Grounder was not having particularly enjoyable day. Overall, his day hadn't been all that pleasant; had he'd been given enough time by Moonhunter, he would have been able to fashion a more sufficient weapon. But he was a bio-engineer, not an ordnance expert, and his contributions to the project had been minimal. Sure, he knew how to operate the finicky weapons, but the explosive device would pose as much of a threat to themselves as the creature they would be attempting to hurt.

Following Moonhunter into the clearing, Grounder observed the Predacons firing upon their ship and their targeted quarry. Seeing it up-close, after having read the reports, he couldn't help but find it a rather fascinating sight. An organism that was capable of survival by process of molecular assimilation. John Carpenter would be proud. Shame that they had to kill it.

Then, for a moment his stance of impassive disinterest and boredom was broken after catching sight of another, alluring creature. At first glance, it seemed familiar in some way, as though he had seen such a monstrous organism before. Taking in its distinct scent, Grounder found himself momentarily smitten by its... _her_ presence. He hadn't been in his organic form for very long, but in the time that he had, the Maximal had come to enjoy its lecherous benefits. "Well, now there's one attractive looking xenomorph," he said to himself.

Ulgris was rapidly undoing the changes it had performed to the Conquest. It was no longer interested in expending the time and energy to transform the ship into something else...rather, now that it knew the Conquest's function, it could surmise how it was supposed to work and could quickly repair it and take off. That said, it still would have to compete with the ship's inbuilt controls, even though the nanoscopic computer did not require them to move matter within its power.

To that end, it had a small team of Predacons within its new body to contend with. As the strange alterations to the ship's interior slid away and smoothed out, new malformations erupted. The floor of the control room bucked, launching the Predacons out. The door quickly slammed shut, barring their entry. Ulgris could quickly produce something designed to kill them, but it was making all haste to reverse its transformations and get the ship in working order. Barring their way would be enough for now.

By this time, Ulgris had settled for the Conquest's visual input over the eyes it was accustomed to growing over its body, and it quickly recognized Moonhunter and the other Maximals who had made their way in. Seeing them enter, it accessed the memories it had downloaded from Streak and knew that they would be weak coming in: they couldn't arrive guns blazing without Bane turning on them. The alien decided to wipe them out immediately with the railgun, rather than risking an enemy who had fought it before, when someone - a sniper from within the Predacon ranks - disabled the weapon again. Suddenly, three of the randomly firing weapons adjusted target to seek out the sniper. The ship's weapons began firing in the Predacon's direction immediately, intent on obliterating the debilitating adversary.

It was taking every once of discipline to keep himself from taking pot shots at Bane. "Love thine enemy" was not a philosophy that Moonhunter did well with. Helping the former pirate went so hard against the grain that the former bounty hunter felt almost dirty. It went against the natural order of things! Greater of two evils or not, now he would absolutely have to kill Ulgris today just to feel as though he had come out even. "I don't like this any more than you do," he assured his enemy, before taking his place beside him. "Who can shut off your rectifier coils from here? We need to either destroy them or somehow remove them from a distance. Don't let anyone touch the ship! That puts them at risk of coming under the enemy's control."

Moonhunter turned to look at his motley crew. Not the strike force he had been hoping for, but as usual he would do the best with what he had. Still, he found himself wishing for at least one flier in the group. He had heard of the team aboard the Conquest calling themselves the Skyraiders, but no one was airborne. Most likely they were trapped inside, most likely dead. "Grounder, stop ogling the femmes and get the devices off Gorebash. The rest of you, start circling the Conquest and engage Ulgris. We need to pull its attention in as many different directions as we can and hope to confuse it."

"I will join your assault force," the black Predacon spoke up.

"Fine. I'm sure you know the territory better than us. Ravager, Sandclaw, go with…"

"Toxicon."

"Pleased to meetcha. You two go northward with him. The rest of you go southward." he turned back to the Predacon commander. Now was not the time to hash out leadership issues, but Moonhunter doubted that Bane had the tactical prowess to command his men competently. "Bane, I'd appreciate it if you let the rest of your forces know not to shoot my men."

Recoil could tell he was doing something to irritate their attacker. His progress in disabling the railgun had proven effective, but now he was huddled behind his cover, pinned down by a flurry from the autocannons. He was surprised how accurate the base's guns were at finding their mark. He had unwisely thought his cover to be sufficient, but the blast holes in his tail proved otherwise. He kept listening to the rounds hitting the rock and dirt around him, and eventually spotted a pattern. He listened and waited for the next slight lull in incoming fire to make his move.

When it came, his eyes shot open and he dug his lower arms into the dirt. With a blur of motion, he rounded the rock, fired on the railgun again, and ducked back into cover. "Either someone take this thing out or blow up the railgun. It has me pinned down and it's attempting to make repairs!" he hissed angrily into the comm.

Shatterbug's simple laser pistol proved to be as ineffective against Ulgris as everyone else's weapons. Everything about this situation made the engineer sick to his fuel tank. So helpless, totally defenseless against it. Nothing could be done to stop Ulgris. Why had it even come to them in the first place? The great nano-tech beast, swarming over them, devouring them and their ship. Using it to build its mass, its strength and defenses.

That last thought sparked off a chain reaction in Shatterbug's processor. Ulgris had absorbed several Predacons into its own being. While their structures were perhaps some of the most advanced technology in the known Universe, they were not without their flaws. For example, certain types of radiation adversely affected Cybertronian bodies in ways that did not effect other lifeforms. Cybertronian technology itself seemed immune to the effects, due to not operating on the same principals as their bodies. In the case of landing on a planet with one of the radiation types that caused the critical malfunctions, the rectifier coil had been developed to filter the radiation and keep it out of the ships to ensure the safety of the crew. While Ulgris itself was not Cybertronian, if luck was for once with them, then his absorption of Cybertronians could possibly have given it a similar weakness. If the rectifier coil was to fail, there would be a sudden rush of radiation into the ship, perhaps just enough to damage or drive off Ulgris.

Activating his comm link, Shatterbug barked out to Recoil. "Recoil, come in! This is Shatterbug, I have a plan. I'm going to send you the location of the rectifier coils. You need to take as many out as you can!" Quickly, Shatterbug raddled off the exact coordinates of the devices to the sniper. It was all up to the sniper now.

Recoil heard Shatterbug, and immediately programmed the location into his HUD. A distant mark appeared superimposed over a point on the Conquest's hull. He had to duck several times as some of the new autocannons seemed to be gaining in accuracy. Shifting his position, he finally found an opportunity to land a clean shot. He made double sure that his leg anchors were secure. Checked the stats on his weaponry. Adjusted his sights one more time. Then, finally, he took aim, and pulled the trigger.

The cannon rang out sharply, then again as he sent another slug downrange. He hadn't quite reached it with the second, so he fired two more, and his weapon reported the need to recharge. He ignored it and loaded a specially crafted bullet into the chamber. He could tell he was close to his goal, so he went for broke. One last time, he pulled the trigger, and the cannon kick nearly ripped his shoulder actuators out of place. The hotloaded sabot round left the barrel, discarded its jacket, and smashed through the rectifier coil before the report even reached the audios of the other bots.

"Rodger that Shatterbug, target one neutralized."

Watching the Predacons gave Moonhunter a certain sense of relief; with a leader like Bane it was unlikely they could ever organize enough to be a threat to his colony. They didn't really seem to have any better ideas than shooting at their own ship, which was getting them nowhere. Of course, they didn't have the "benefit" of any previous experience with the monster.

He had to think fast, there was no more time to waste. Bane and Gorebash were the ones most fit to postition the bombs while he and Grounder armed them. He and Whiplash went one way while Gorebash, Bane and Grounder went the other. Opening a general frequency they all shared, he requested cover from everyone. Ulgris could not regenerate the autoguns forever. Each took a bomb and planted it as close to the base as they could get without risking it being destroyed, then armed it and ran like hell.

He was the first to return thanks to his thrusters. "Beast modes, everyone! Or these things will fry every circuit in your bodies too!" he transmitted. Even so, the radiation would be so potent that some of it would leak through their organic protection. He could see Tucker shuffling back nervously; they didn't know if this much radiation would affect even him. But they could wait no longer.

He gave everyone a chance to transform; thankfully his hands remained the same in both modes so he did not have to loosen his precious grasp on the control. But as soon as their time was up, he triggered the device. He had been expecting an explosion; instead his ears detected a strange humming sound and the air around them wavered as concentrated amounts of the planet's own radiation were released, bombarding everything and - most importantly - Ulgris's current vessel. Moonhunter felt all the fur on his body stand on end and crackle.

Recoil heard the order to transform come over the comm, and he wasted no time in stowing his rifle and transforming back into his beast mode. The radiation washed over him, and he felt a burning pain where he had been hit by the turrets earlier. He cut power and pain receptors to all the effected areas to limit the damage done, but it would still hinder his tail's movement. He carefully peeked around the rock to watch the results of the less than dramatic "explosion" of radiation.

The young femme in Moonhunter's crew glared at him spitefully. "Beast-mode? Have ye consid'red that not all of us have a slag-ugly abortion for a mode? I mean, it would'a been more polite tah' add in the term "plant-mode" too. Wait...no, not polite, _necessary_! What if there was some Pretardacon with a plant-mode eh? The poor sod would not have gotten the message thru' it's thick core and get cooked as 'sult...not that it would matter much, cous' ya know, it's a Pred. Preds are nothin' but scrap-heap junk with a half-afted excuse fer a spark dump'd into their chests an'-" Whiplash would have continued her rant for hours to come if Moonhunter hadn't activated the bomb. For all she knew, the Primusdamn officer had been playing deaf to her invaluable advice...again. Good thing she had stayed in her "plant-mode" or else Moonhunter's warning would have never gotten into her processors in time.

The forest hound let a high-pitched bark and a series frightened yelps as the radiation wave let loose. It did not harm her, but the unexpected and highly disturbing feeling that swept over her made her panic for a brief moment, breaking into an aimless gallop before she crashed headfirst onto a hollowed out tree stump with enough force to drive her head and neck into it and getting her stuck in that position. The worst part of it all? Nevermind that she was a sitting duck; she just knew Gorebash would tell everyone back home how she had panicked and they would never let her forget it.

Blightstrike and the rest of his team had gone on a mad frenzy to sabotage the vessel's main console, which turned out to be a complete failure - not that they were expecting to outsmart a bio-engineered terrorist which consumed half the Predacon crew and about to gain the Conquest too - as they were sent flying across the room by a possessed floor.  
>The bewildered mercenary was barely getting back on his feet when the swish of a mechanical door alerted him of the unpleasant experience he and the rest would be seeing soon. Why did bad stuff always have to come with a blocked exit?<p>

He had no time to decipher why dangerous encounters always occurred after your only way out was barred, for the fact that Ulgris was controlling his surroundings and could twist them into meat grinders made him jump up and return to work on the consoles-just that this time, no software sabotage could be done. "Bang it up boys! Let's see how quick this freak is at fixing slag", Blightstrike said out-loud to mock the resident evil.

A warning transmission, one from a Maximal reached the captured Predacons and these, who had no real dislike for Maximals as their careers involved a lot of scoundrel trade and the like, heeded its order and transformed into their beastmode, preparing for the incoming wave of radiation.

Despite the dire situation he was in, Blightstrike twitched the corners of his leathery maw upwards in what could only be a smug smile. "You're in for a hell of a ride, _thing_..." he hissed before the colossal pulse of radiation swept across the area.


	4. Chapter 4

Rapidly, Ulgris' web of slaved matter began eroding away with the influx of radiation from the destruction of the fortress-ship's rectifier coil. It responded quickly: one of the wings of the structure began to transform, bio-matter erupting over its metal surface. Ulgris couldn't save everything immediately, but if it could shield part of itself against the radiation, it would be able to slowly regain the rest of the Conquest eventually. It was too big and too powerful now for the planet's natural levels of radiation to kill it faster than it could counter the flow. That was, until the bombs hit.

**"AAAAHHH!"**Ulgris was, for the most part, logical… but its creators had long ago known the value of personal difference. An army of computers with universal coding and behavior could be overcome with one fatal flaw, where computers which all varied in MO and personality would be more difficult to cope with. Furthermore, any creature with intelligence, artificial or not, and programming for self-preservation, would react poorly to such immediate, wide-spread damage.

Thinking quickly through its anguish, Ulgris turned what had been a slow-growing bubble of expanding bio-mass into a hard shell and quickly solidified it as much as possible. The radiation on the outside was so intense that even its hold on biological matter was deteriorating... albeit slowly. It felt the extremities of its mass unresponsive... it would be unable to slave more matter. It had no choice: it would need to slaughter them - _all_ of them - to survive. But it lacked the mass to reliably do that. It had salvaged roughly twice what it had prior to attaining the Conquest. With this much radiation, what were its chances? But the radiation couldn't go on forever... not with the limitations it had detected in Streak's original form.

A ball of shiny black chitin rolled out of the wall near the control room. In the buzzing heat of the bombs, one of Blightstrike's gambling companions turned to see the monstrous shape... it filled the entire hall and began collapsing down into a more definitive form. Great stalagmite-like spikes rose up from the back of a vaguely pentagonal frame, and three great legs or fingers articulated out from each corner. With freakish speed for a thing so large, the faceless monstrosity overtook the first gambler, and with no visible weapons, seized a hold of him with the fingers of two of its corners and simply crushed him.

The radiation of the bombs was still coursing through the room, but somehow that solid, crystalline, chitin-covered shape seemed to endure against it. It filled the hall, but the hall was Predacon-sized, and it was clear from the sound of its movement that it was many times denser than even a Transformer. The crystalline monster wasted no time in finishing its first victim. With horrifying alacrity it moved on to the next Predacon and seized its head in its thick fingers, and crushing down with brutal force. The creature did not, could not, absorb them. Its main concern was evident in its shape. This was not as efficient a killer as any of its previous shapes, but it would endure until the bombs ran short. Those layers of super-dense crystalline shell would keep the monster from being killed outright by the radioactive poison. It had to kill them all to survive. Blightstrike and his crew would be first.

Blightstrike was stunned by the speed of the murderous beast. For a creature of such density and size, it was alarmingly fast. _This would certainly get pretty ugly._ Wheeling around, the lizard managed to catch his comrade's attention and with jerks of his buzzard-like head, he ordered them to move to the east platform of the room, which was also the highest.

Though it seemed to have no eyes, the mineral monster responded instantly to the fleeing Predacons, catching two on their way to the platform. The scuttling of its fifteen legs pounded into the metal floor, leaving dents along its path before it used the fingers of two of its corners to seize two of the gamblers and drag them under its bulk; the sounds of wrenching gears and tearing metal rang through the room as it stopped at the base of the platform. Two of the gamblers both yelped in sheer fright as they saw the grotesque thing crush their allies like mere insects, which inspired them to run faster. Once all of the remaining Predacons had reached the top of the platform, Blightstrike barked ordered then to tear down the two massive steel panels that stood at each border of the platform and served as rampways. With death looming, they brought them down rather quickly.

The terror scrabbled frantically at the downed panel for several moments before the haphazard nature of its scrambling legs became slow and deliberate, and as they slowed, power was poured into the appendages. The panel began to bend and warp under the pressure of those spindly fingers, and soon it seemed like the thing was eating the panel itself. Soon, though, the vaguely arachnid monstrosity managed to rotate its base on its myriad legs, and awkwardly pull the large metal sheet aside, and then up it shot. The gamblers were desperate to escape at this point, but Ulgris knew better than to give them an opportunity. It climbed over the first Predacon it reached, crushing her beneath its obscene weight, and stole two of the remaining four in opposing corners of its frame, grinding them into scrap-metal like wood into a chipper. Two remained, and as soon as it was done with its three victims, it would take them as well. It was then, as the lives of the three ended horribly, that the dull thrumming of the bombs ceased, and the radiation levels cooled. It was now safe to transform.

With the radiation in the area dropping to normal levels, transforming into their robot modes was safe enough. Without a second thought both of the smaller, narrow creatures wordlessly switched into their robot forms and drew their deadliest weapons for the battle ahead; Blight his plasma pistols and the remaining gambler an assault rifle. After a nanoclick strategy discussion via their linked comm channels, both Preds agreed on a course of action and set it into motion. Blightstrike grappled a thin, lengthy floor slab with a clawed foot and flung it upwards with such force, that when it impacted against the ceiling it managed to bring down two other slabs. Automatically, Ulgris stopped whatever he was doing with its victims and charged at them.

"Trackflare!" Blightstrike cried, and the pyro-Pred gambler unleashed a football-sized blood-red sphere from the strange weapon he held, which smashed against the falling slabs. The red blob exploded and the steel tiles seemed to melt as the red liquid spilled over them, falling just right on top of the creature. Immediately, both Predacons strafed to their right, turned to face the hulking thing and back-flipped over the platform's rail.

Molten steel adhered to the monster's crystalline body, and quickly solidified, anchoring it in place. The tiny legs of the hulking beast skittered against the floor, and when they met the resistance of the steel, dug in harder to find purchase and detach their main body from the ground. Nonetheless, a wide area of metal now attached the bulky mass of the crab-like terror to the floor, and the metal flooring beneath its feet began to tear long before it could summon the leverage to free itself. Shredding the metal flooring, its feet were quickly scrabbling with futility against the destroyed floor, unable to free themselves. At the sight of the multi-limbed ball of death struggling to free itself from place both Predacons looked at each other and exchanged a confident nod.

"Let's get outta 'ere!", Trackflare barked with renewed hope and Blightstrike gave another nod. Together they ran to the locked door – unfortunately they had to wait until Trackflare's magma weapon could recharge and blow open an exit. Therein lay the flaw.

The radiation was down. The nano-computer resolved that changing form was safe once more. Quickly, it searched its memory for a form more appropriate to the situation. When it found one suitable for freeing itself, it found simultaneously that it was a good form for battle with these Cybertronians, and was therefore pleased. Ulgris quickly began to alter its matter accordingly. The black chitonous exterior quickly broke down into a soupy biotic puddle, which rapidly reshaped itself to something with a torso that could very vaguely be described as humanoid. It had no head, but very broad shoulders, and a cluster of eyes just above where the clavicle bones might have been in a more Terran life-form. Its black flesh quickly changed to gray, and deep fissures began opening across its flesh...jagged, but symmetrical along both sides of the body. The crystal-form's myriad legs were reshaped into two powerful, outflung forelimbs, set in front of two thin, but well-muscled hind legs sticking straight out behind. All joined the torso at a thick pelvic girdle. Two burly arms sprouted out from either side of its upper-body, thin between shoulder and elbow-joint, but thick and bulbous from elbow to where its hand should have been. Flaps of tissue began forming at the ends of these appendages, clearly designed for grabbing and manipulating objects. These fleshy folds quickly closed up, forming a thick, tear-drop fist at the end of each long, powerful arm.  
>Suddenly, the fissures flared red hot, and the temperature in the room began to climb with alarming rapidity. A hundred degrees, now two, now three. The air around Ulgris began to shimmer with the waves of blistering heat radiating off it, and slowly, the solid steel began to melt off once more. The "eyes" at the thing's shoulders glowed too, and its gray flesh bleached white as the heat increased, now enough to cook any human alive. It stepped away from the melted steel, and with its four legs, loped over to its prey.<p>

Neither of the two escapees even noticed Ulgris' dramatic transformation until it began to emit incandescent waves of heat. Instinctively, both turned to face the source of the rise in temperature, and when their optics met the blazing white-fleshed creature, both simply stood in place like statues, their confused cores trying to fight back the wave of mixed awe and horror that plagued them. Standing there like dumb-struck fools though did not bode well for them… well, at least for Trackflare who happened to be the nearest to the creature. The white demon's intense aura of heat did not seem to bother the pyro much, as he was used and made for resisting tremendous temperatures; however that did not mean that he was completely immune to Ulgris' attacks.

As Ulgris neared him, it jerked back one of it's oddly-shaped arms and shot it forward, intending to pierce the Predacon's chest - fortunately, Trackflare managed to interpose his fire rifle between himself and the dagger-like fist just in time, and what could have been a fatal blow just became a strong bash which launched him back onto the weakened command door, denting it slightly. The gambler blinked twice and gaped, surprised to find himself almost intact after a strike like that. But a high-pitched beep alerted him that his gun's internal mechanisms has just gone critical. Setting aside his unusual sentimental-attachment to the gun, Trackflare wisely dropped the weapon to one side and bounded away, avoiding the small explosion that literally disintegrated the entire door and – and seven square feet of metal around it - into black ashes.

"The door's gone! Report Ulgris' status to anyone still alive. I'll distract it. Run. _Now!_" Blightstrike stressed the last word to Trackflare, who unsurprisingly carried out his order immediately. Blightstrike was not altruist; without a weapon Trackflare would be unable to keep the creature at bay for longer than the time it would take to die. Blightstrike had a fighting chance, and if he was going to die he wanted his final act to contribute to the downfall of this monster.

As the disarmed Transformer fled the glowing red eyes focused on the plasma pistols leveled at them by the one remaining soldier. The shots penetrated the beast's ceramic skin, but failed to do appreciable damage. This creature was only vaguely biotic at all; it didn't seem to be a carbon-based life-form, and in fact was not, traditionally. Ulgris had infused it with carbon-based molecules to increase its resistance to the planet's radiation, as the being of supple clay would ordinarily have had no resistance to it at all. "Why have you sacrificed yourself?" the alien asked, the voice of Streak emerging from what appeared to be a glowing red vent at the creature's belly, bearing the heat of the furnace within. Its fists shrank several centimeters as they tightened, the ceramic fingers crunching audibly as they clenched together, hot air whistling off of the searing skin.

Blighstrike sneered and cocked his pistols, tapping their triggers mockingly but never too strong as to fire. "Sacrificed? Well, here I thought you were a monotonous and unemotional killing machine. You know, pride is considered as one of the capital sins. My respect for you just dropped in half." Blightstrike frowned and shook his head as if disappointed. "And to answer your question - which I think its pretty slaggin' easy to guess… First of all, I owed the bastard you just hit _five hundred_ chips, and do you know how slaggin' hard it is to obtain money on this forsaken planet? No, I guess you don't…but you kinda get the idea, right?"

Ulgris resumed his gait, and Blightstrike began to jog backwards while performing a series of dramatic hand-gestures, though never extending his arms too far and increasing his backwards speed by the second. "Second of all, I've gotten tired of having to eat the flesh of those disgusting creatures that roam this cesspool. Have you tried ingesting one of those little mole-things? No, not that dumb bastard you killed who transformed into one - a _real _one. It is dis-gus-ting. I'd rather drink stale Terran oil than eat one of those again!

"And finally," His tone no longer sounded mocking, which made the alien program curious enough as to halt. Blightstrike acknowledged this and halted on his tracks too. "For too long have I been slave to mob leaders, forced to perform dishonorable acts that went against what I used to be until my compatriots forsook me. I know that none of these scrubs, Predacon and Maximal alike, will get off this planet, but neither will you. So I ask myself: Why bother living another day? Things are horrible as they are… I'd hate to live and see you make everything around here just _worse_."

Ulgris ran Blightstrike's words through the memories he had downloaded from Streak, and was thus able to understand previously unknown concepts, including the nuances of his words, including the hidden meanings, sarcasms, and bitterness behind them. Ulgris was programmed for survival to come first, duty to come second, and learning to come third. Nonetheless, it always took a passing interest in the lifeforms it consumed or combatted, and so had delayed its progress through this predacon long enough to sate its own curiosity. Blightstrike's words struck a cord in Streak's personality simulation, and Ulgris read from that a list of appropriate responses, depending on how the listener felt. Though it was a being of war, a weapon, Ulgris was not without free will. Reading through possible responses, it decided that, regarding itself as an individual, it felt a mixture of amusement, indignance, sympathy, and a modicum of respect for this life form's resignation to death. As with most real intelligences, Ulgris would need to choose how to act on these emotions, and would need to choose what could best be described as a combined action, one which synthesized all of those feelings and acted on them. And so it wasted another moment on the trapped Predacon.

"This form was based off of the prince of the Gulmrk, a ceramic race belonging to a labyrinthine world far from this one. He faced me alone as you do, though his emotions were too alien to approximate to yours. He did not have your radiation bombs, nor your plasma weaponry, but was the best warrior of his race, and also wanted to die before witnessing the end that I brought to his world." The computer's voice was Streak's voice, but its inflection was off; its attempt to simulate his emotions was crude, but its words and voice were powerful.

"I will deliver the death you seek. And one day wear your form before another who seeks in vain to oppose me." With that, the prince leapt at Blightstrike. Fists several times harder diamonds blurred through the air and crashed into the wall where the Predacon's head had been, plowing through it with power alone, and then heating the metal so acutely that it started melting after the fists had been pulled out. The air whistled with the passage of plasma rounds into the creature's hide. The powerful forelimbs pushed away from the wall, and the sprinter hindlegs launched the quadruped toward the fleeing Transformer again.

The vent in the creature's belly swelled, and belched forth acrid smoke. The cracks all along its white body gaped open, and the air all around it began to shimmer uncontrollably, so much so that Ulgris' form was obscured by the convulsing atmosphere. Leaping from the floor and then the wall, the prince of the Glmrk rebounded with lightning speed on the Predacon, who expertly dived and rolled. As he stood, Blightstrike caught one of the hind legs in his shoulder-plate, which crushed like it were made of plastic and sent him hurtling toward the far wall. He gathered himself as the white sagittarian cavorted toward him, and aimed the pistol in his good hand at the monster.

The sounds of the super-dense monster's leaps and landing resounded off the walls, but the pistol shots strayed left and right... the heat was intense, focused... it was being kept in by the metal walls like an oven. Blightstrike's processors would not withstand much more. He fired two more shots... but realized too late that the air was so distorted by now with the heat and the smoke that his optics weren't telling him where his enemy was. One brutally solid fist crashed down onto his face-plate, crushing him down to where his good shoulder met his hip. It was a total destruction. Blightstrike was not awake to feel the magma-like intensity from that mace-like hand super-heat him and melt him down beyond any hope of repair.

**TO BE CONCLUDED.**


	5. Chapter 5

Bane let out a roar as he felt his circuits took to sizzling a bit as he transformed into his beast mode. Stomping his foot in his anger, Bane watch as Ulgris was no in pain and was still attacking his base. Of all the frack...

"Agur, what are we going to do Hunter?" growled Bane, "Either I slag him now or throw you to slag him,"

The Conquest was lost to Ulgris. The base was inundated with the radiation, and still vibrant with the harmful particles emanated by this prison-world. All of the matter nearby would be similarly immunized against its dominion. That meant that it would need to kill the transformers assembled against it with what it had. That was unlikely, as well it knew. Nonetheless, if it stayed in here, they would simply use more bombs against it; it was not aware of how many they had, but it knew that they could withstand the assault of that radiation more readily than it could. It had killed those within easily enough, and if it consolidated all it had and fought intelligently, it might yet triumph.

The Prince of Gulmrk, for all the power he possessed, would not be a suitable form for facing those outside. It would need something with more ranged firepower, and with less density, as neither of the two forms it had taken while inside the Conquest was light enough not to sink into the soil outside of the colony ship. It needed something with enough surface area not to get bogged down in the loose soil, and enough ranged firepower to return attacks against the adversaries it would surely face.

Still, none of the guns that Cybertronians used against one another had yet yielded the kind of sweeping destruction that it desired against them, and there were too many for it to engage in a prolonged firefight. Slowly at first, the four-legged ceramic warrior began to morph into something bloated and repulsive. The thing Ulgris was becoming, unlike the crystal barnacle and the prince, had never actually lived on any other planet. It was a biological reconstruction of a thing that could once be found on its creator's gas-mining ships. They had been long tubes of coiled metal surrounded by spongier, chemically resistant materials designed to help suck in nutritious or profitable gases from surrounding worlds. On the end of each prehensile tube would be found a complex apparatus, the magnetic drill, which could both drive away harmful contaminant clouds and simultaneously draw in the desired vapor product into the collection tube. In this case, the tube would be used to give Ulgris the range it needed. The drill would be its weapon.

In place of malleable synthetic skins, Ulgris surrounded the powerful coiled-metal endoskeleton with a bloated, mucus-covered flesh exterior, to protect itself from the radiation, while the integral parts of the apparatus were remained as designed. The mucus contained electrolytes which would conduct the effects of the drill through the squishy outer-layer. The proud warrior of the clay people rapidly transformed into this repulsive thing, now much much greater in volume, but no heavier, and still narrow enough to fit through the halls of the Conquest. With a rapid thrashing, slithering motion, the slime-drenched worm slid out of the Conquest's destroyed passage way. Dozens of eyes opened along its length, staring down the transformers even as they opened fire.

Moonhunter was optimistic, even if Bane was too thick to understand what was going on. The bombs had worked, and the grin he had in beast mode was carried over to his robot form as he transformed once again. There was hope for this day, after all. Moonhunter had never fought an entity like Ulgris before, and what he didn't know about it frightened him a little. Up until now, he hadn't been completely convinced that it could be stopped. Now he had a glimmer of hope. "Well obviously the radiation weakened it. It left your base," he said, pointing at the new form of the enemy as it emerged from the Conquest. "Now, we just shoot it until there is nothing left. Maybe even scrub the area with radiation one more time to make sure it stays dead."

It was all a matter of choosing the lesser of two evils. Radiation could have harmful effects on the native biological life of this planet, but if they did not destroy Ulgris then there might not be a planet after a while. Ulgris would destroy them all, and he doubted the entity had any concern for preserving ecosystems. "What the slag is that?" he asked as a creature unlike anything he had seen before came into view. "Oh who cares. All fighters, vaporize it!" He took aim with his rifle and fired. Between himself and the hundred or so armed warriors all shooting at the same spot, they had to destroy Ulgris quickly and thoroughly… right?

_"You heard your commander, Maximals"_ Toxicon hissed from his vantage point. Balancing both the ionic rifle and his acid-pellet gun in each hand, Toxicon began rapidly alternating shots between each weapon. _"Make the creature burn!"_ While he knew technically that acid did not burn, it caused similar pain and sometimes even left similar scars, depending on the substance it was exposed to. It was good enough for him, so long as it destroyed what he wanted it too. It was a slow-working weapon sometimes, but he had his fellow Predacons and—the though sickened him if he thought about it too much—the Maximals to cover the limitations of his weaponry.

"Do this, do that," Grounder muttered to himself, "feels like I've been hearing this for a month now."

Transforming from beast mode to robot mode, the lumbering Maximal unleashed his rifle and began to load a heavy clip of potent, acidic pellet shells. Taking a position among the others, he started to fire upon Ulgris, trying his best to aim for what he thought to be potentially vulnerable spots. He called out to Moonhunter,

"My best guess, he's been fatally wounded. No creature could survive such a blast of radiation, not even the Grimace! At this point, cellular integrity should begin to dissolve."

Recoil was nonplussed. The radiation had taken it's toll on the ship, but Ulgris still lived, and slithered out of the Conquest like some kind of nightmare. He transformed again, and pulled his electron rifle from it's back storage and began firing at the thing's eyes as he moved further away, planting a few explosive traps along the way, just in case the thing should attempt to follow him.

He finally found a nicely shielded spot nearly two hundred yards distant, and pulled himself into the cover, all while still firing. He altered his fire controls to his off hand, and pulled his cannon from it's storage. Within seconds, he was anchored and in position.

The cannon was charged, and loaded. He sighted in on one of the slimy thing's eyes and fired. The distinct concussion sounded throughout the surrounding as the round left the barrel, and then he spotted what looked like weapons. Good, something else to shoot at. He took aim, and fired at the base of one of the long fleshy appendages.

The fire began, and immediately Ulgris registered damage all over its body. Something was wrong with the electron-bonds it had formed in its outer layer of matter; they were supposed to be manifold stronger than was typical for their matter, and yet they were parting as would ordinary flesh under the torrent of acidic and laser fire. The crackle of jumping electrical energy began and then roared out around the tendrils at the tube-like entity's anterior end. Its body, being sliced and melted by myriad beat and projectile weapons, quickly slid through the earth, darting with alarming speed over to the first cluster of transformers-all predacons.

It did not rear up, but stayed as low to the ground as possible. There were thirteen of them standing there, pumping fire into it, but their fire was being refracted and redirected through the tendrils. Suddenly, those tentacles were among them, and fierce magnetic force began dragging at the fiber of every cybertronian within. The lot of them were ripped to shreds in seconds. Ulgris's weapon concept had been extremely effective, but even as it slaughtered them more efficiently than it had before, their defenses were much stronger against it. The same sniper from before had targeted the apparatus housing the magnetic machinery, and was blasting tentacles off of its front. It was not long before the damage attained was so great that Ulgris knew it would need to assume a new shape. Even so, it shot toward the sniper like a dart, but the acid-rounds from its allies quickly slowed its progress, and defeated its hopes when their rounds found its weapon and quickly obliterated its integrity as a complex magnetic machine.

Ulgris, surrendering its attack on the sniper, quickly coiled back within itself, much of its flesh sloughing off as fire continued to plow through its skin. It was surrendering a large percentage of its mass to take a new shape, but it was only a matter of time before they killed it this way, and because something seemed to be wrong with the electron bonds of its amassed matter, it couldn't depend on being able to seize more later. It would need to conserve it as best it could.

Suddenly, several long tubes exploded out from the coils of the dead worm, and light flashed repeatedly from the end of each. They were gun barrels, of the same type as the Conquest's defense systems. Flashes of laser-light erupted from twelve different weapons, all aimed at where its enemies had last been standing when it had retreated into itself. The thing inside was a strange vehicle, guided by two treaded tracks and three wheels. The treads began spinning, gouging the earth, and the wheels began going the other direction, attempting to counter act the thrust of the treads. It was inefficient work, but as the moments dragged on and gun fire streamed out from its position, it slowly dug in and hunkered down into a slowly deepening fox-hole. Now it would aim to outlast them, in hopes that they had no more great ordnance to throw its way.

Watching Ulgris move and shift nightmarishly reminded Moonhunter of a bad acid trip, though he had the sense not to say so aloud. It was a gruesome being, and he felt a spark of sympathy for the Predacons who fell prey to it. Predacon or Maximal, right now it didn't matter—they were united, fighting an enemy as one, as their ancestors had done to defeat Unicron and then the Neo-Decepticons and the Swarm. If only they could learn something from these experiences. For the insanely long life spans they could live, Cybertronians were a very stubborn race. How else could one explain a war that lasted six million years?

"You were saying, Grounder?" Moonhunter yelled above the roar of combat as Ulgris emerged in a new form. Finally though, he saw an opening. Ulgris had made a fatal error: this form was slow moving, and shedding energy fast as it returned fire. And their weapons were hurting it. If they kept back long enough and didn't allow it to feed off any more Cybertronians, eventually it had to run out of power.

"Keep as far away from it as you can!" he called out to everyone. "We can't outfight something like this. We can only wear it down and outlast it." It was ironic that he and Ulgris were thinking the same thoughts. But then, warfare was a very logic-reliant affair, when one didn't pause to think about what they were doing.

"BANE! Look out!" without thinking, he rammed into the side of temporary ally, pushing him out of the way just as weapons fire ripped past where they had been standing a moment earlier. "I… well… that was odd. Don't make me have to save you again." Shaking his head it bewilderment, he returned his focus to the monster. He didn't want to think about what he had just done for his enemy.

The fight wore on. The fire pouring out from the monster's position was relentless, and slowly but surely eroded many of the better hiding places around the yard in front of the Conquest. Optical receivers coated in loose skin would occasionally rise up from the protection of the deteriorated worm body to reorient the fire of the guns, but while the area was becoming a warzone, Ulgris was consuming its mass to produce energy for the guns. Soon, its fire became sporadic, and it began to re-evaluate its situation.

Return fire continued, and eventually the worm flesh had completely dissolved under the torrent of fire, and the alien's new form was receiving most enemy fire. Without the reliable super-strength of its electron bonds, none of its forms could withstand such a deluge for long, and Ulgris calculated that before long, any appreciable form, biotic or otherwise, would be destroyed completely; or at least enough for the transformers to close in and finish the job up close. That not being an acceptable outcome, it changed tactics yet again. Forsaking its outer layer of matter as it had before, the artificial intelligence quickly crafted a form within the war-machine, enhanced the strength of its basic design as it had before, and just as the acid was about to bore through its thick bio-steel hull, it opened the top hatch of the tank and leapt out.

Four wings roared into life, slicing through the air with sudden ferocity, and soaring up, up, up into the sky. Streak's auto-gun screamed vibrant yellow death down on its foes as the dragonfly rapidly gained altitude. There were no flyers, Ulgris could escape. It would take a long time to gain enough mass to build a ship from scratch, but escaping today was key to its success tomorrow. Streak's familiar smirk twisted the alien's lip before all six compartments in its chest opened up, and the once-predacon, once-maximal's hunter-killer missiles ripped outward, before raining down on its foes.

Visibility was decreasing as the maelstrom of energy being released stirred up the earth around them. Were in not for the energy sensors all Cybertronians were endows with, they would not be able to tell friend from foe. In the back of his mind Moonhunter pondered the fact that they were catalyzing entropy with so much energy being released, but shoved those thoughts away. Existentialism made his head hurt.

They were running out of time; radiation warnings began to scroll in a corner of his vision. He ignored them for now, but already he could see several Predacons being forced to revert back to their beast modes, removed from the battle for now. He felt a surge of hope as he could see something begin to emerge from Ulgris. He was shedding more mass, which meant his plan was working. Any triumph was soon replaced by shock as he saw what came out, though. "Streak?" he mumbled, momentarily taken off balance.

But he knew it wasn't the fallen former-member of his team. As soon as he saw his chest open up Moonhunter began screaming warnings. Everything seemed so distant as the explosions wracked the ground. His own audio sensors rang surreally. Rolling to avoid the missiles, Moonhunter brought his rifle to bear once more. He had had enough, it was time to end this. Taking several shots, he destroyed the faux-Streak's wings.

Ulgris continued flying into the air, but soon enough it found all four of the wings provided by Streak's form riddled with holes, and soon after, nearly shaved off. Whoever was doing the firing knew their priorities. The alien began plummeting down to earth. Moonhunter was not the only transformer whose gun was leveled on the ascending creature, however, and as soon as the speed and agility of Streak's flight was denied the intelligence, its chance of avoiding that river of laser light was gone. First one arm, then the other; great holes were blasted through its torso; a leg flew off at the knee, a shoulder pad collapsed. The chitinous chest was exploded outward from behind. The final blow which ended the alien's bid for freedom was the simplest of all: that of gravity taking back what belonged to it.

The pitiful remnant of Streak's form exploded against the onrushing earth like a split garbage sack; mechanical wires and hydraulic veins burst out violently as it hit the earth, and all visual and audio input was cut off. Quickly, the alien began rallying up what matter it had left. It must create a shield for itself, or a burrowing organism. There had been small lifeforms that it could inhabit for a while, it only needed to transform one more time. It would go down...it would save itself. It had begun creating the new shape in the remains of the maximal's head and opening a channel from which to drop down, but even now its intelligent processes knew that the final round of fire would come pouring in before it could finish.

As the tiny burrowing creature was reaching completion, Ulgris registered a sudden, rapid influx of heat and damage to its amassed matter. All electron bonds in its extremities were severed. Damage was quickly internalizing, a combination of lasers, plasma, acid, and radiation from the planet flooded in, destroying everything it had taken. It didn't have the opportunity to identify which of these many things destroyed it; but in the end, something lit up the inner core of its adopted form, and denatured all matter within; including the tiny molecular computer that held everything together. The component parts of the molecular mind disconnected from one another, and the subatomic technology of each section of the computer was cut off from every other part. The intelligence known as Ulgris was lobotomized, and its remarkable brain would remain ever quiescent from that point onward. It would work no evil for its foes, nor good to its long-gone masters, ever again.


End file.
